Asset Development Plan July 30 th ,2015
Asset Development Plan
July 30th ,2015
Asset Development Plan July 2015 | Page 2
Table of Contents
1. Regional Airports ...................................................................................................................................................................................................................................... 3
2. Hellinikon .................................................................................................................................................................................................................................................. 5
3. Astir Vouliagmenis .................................................................................................................................................................................................................................... 6
4. Afandou Rhodes ....................................................................................................................................................................................................................................... 7
5. Hellenic Gas Transmission System Operator (DESFA) .............................................................................................................................................................................. 8
6. Piraeus Port Authority S.A (OLP) .............................................................................................................................................................................................................. 9
7. Thessaloniki Port Authority S.A (OLTH) .................................................................................................................................................................................................. 11
8. TRAINOSE S.A. & EESSTY S.A (ROSCO) .................................................................................................................................................................................................... 13
9. Athens International Airport S.A (AIA) ................................................................................................................................................................................................... 15
10. Poseidi Chalkidiki .................................................................................................................................................................................................................................... 16
11. Markopoulo Equestrian Centre .............................................................................................................................................................................................................. 16
12. Eauction II, III, IV ..................................................................................................................................................................................................................................... 17
13. Marinas ................................................................................................................................................................................................................................................... 18
14. Egnatia Motorway S.A ............................................................................................................................................................................................................................ 20
15. Hellenic Petroleum S.A (HELPE) ............................................................................................................................................................................................................. 22
16. OTE S.A. .................................................................................................................................................................................................................................................. 22
17. Public Power Corporation (PPC) ............................................................................................................................................................................................................. 23
18. Thessaloniki Water Supply & Sewerage S.A. (EYATH) ............................................................................................................................................................................ 24
19. Athens Water Supply & Sewerage S.A (EYDAP) ..................................................................................................................................................................................... 24
20. Public Gas Corporation (DEPA) ............................................................................................................................................................................................................... 25
21. Hellenic Post S.A (ELTA) .......................................................................................................................................................................................................................... 25
22. Other Real Estate Tenders ...................................................................................................................................................................................................................... 26
23. Real Estate Monetisation ....................................................................................................................................................................................................................... 27
Asset Development Plan July 2015 | Page 3
1. Regional Airports 14 Regional Airports divided into two clusters of 7 airports each
Privatisation Method Advisors Current Status Next Steps – Main Issues Long-term (40+10 years) concession
Financial Advisors: - Citi Bank
- EFG Eurobank
Legal Advisors: - Norton Rose
- Drakopoulos & Vasalakis
- YourLegalPartners
Technical Advisors: - Doxiadis
- Tender awarded (December 2014)
to the consortium of Fraport -
Slentel for €1.2bn, plus 28.5%
EBITDA sharing, plus €23mn annual
payments
- Concession agreement and tender
process approval by the Court of
Audit (January 2015).
Next Steps 1. Written permission of entry (άδεια εισόδου) from the HCAA to
the specifically designated investor's team to access the
airports for the relevant site visits (HCAA; asap).
2. Signing of Act of Ministerial Cabinet (ΠΥΣ) for the co-signing of
the Concession Agreement (CA) on behalf of the HR
(Ministerial Cabinet; asap).
3. Submission by the Preferred Bidder of all relevant pending
appendices to the CA (ie Financial model, principal terms of
planning and construction) before its signing and finalization
(Preferred Bidder; asap).
4. Signing of each CA (HRADF, Preferred Bidder; September
2015).
5. Preparation, submission and approval of the CA from EU
Commission (preparation and submission will be initiated
before signing of the CA; approval has to be acquired before
Parliament Ratification) (EU Commission; November 2015).
6. Parliament Ratification of CA (Hellenic Parliament).
7. Delivery of Airports (HCAA, Preferred Bidder).
8. Concession Commencement Date (Preferred Bidder).
Asset Development Plan July 2015 | Page 4
5
July 2015
HCAA
permission
3
Delivery of
airports
Ministerial
Cabinet Act
August
2015
Submission of
appendices
September
2015
Signing of CAs
Approval by EU
Commission
November
2015
January
2016March
2016
Parliament
RatificationCCD
Asset Development Plan July 2015 | Page 5
2. Hellinikon Former Athens Airport. 6.000.000 sq.m seafront real estate.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 100% shares of Hellinikon S.A. which will get ownership of 30% of the property and have the right to develop (surface) and manage 100% of the property for 99 years
Financial Advisors: - Citi Bank
- Piraeus Bank
Legal Advisors: - Watson, Farley
Williams
- Fortsakis, Diakopoulos,
Mylonogiannis and
Partners
Technical Advisors: - Decathlon
LAMDA Development has signed the contract on November 14th 2014. Financial closure is expected after the fulfilment of several conditions precedent. Long stop date is within two years hence on 14th November 2016. Total financial consideration of €915mil.
Next Steps 1. A coordinator to be appointed by a Prime Minister’s decision, to
implement the project in liaison with HRADF and Hellinikon SA, to coordinate all governmental efforts/ministries for the timely implementation of all prerequisites until financial closing (asap)
2. Fulfillment of conditions precedent, requiring the support from the Government: Delivery of the Site vacant
Granting of casino licenses Presidential Decree approving integrated development plan Ministerial Decisions approving urban plan study
Entry into force of a legislative act for the establishment of an organisation which will undertake the management and operation of all areas, infrastructure, works and equipment of common use within the Site and the exclusive collection and management of any reciprocal duties or similar charges
Partition of the Site in accordance with a partitioning diagram, the Integrated Development Plan and the Joint Ministerial Decisions for the urbanisation
Transfer to Hellinikon SA of rights in rem on the Site in accordance with the Integrated Development Plan and the Ministerial Decisions for the urbanisation
Ratification of the SPA by the Greek Parliament
Asset Development Plan July 2015 | Page 6
3. Astir Vouliagmenis Hotel Complex of Astir Palace Vouliagmeni SA including Marina Subsidiary
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 81,122,156 shares of Astir Palace SA. Tender Run by NBG S.A.
Financial Advisors: - Piraeus Bank
Legal Advisors: - Potamitis Vekris
Technical Advisors: - Decathlon
JERMYN has signed the contract on September 17th 2014 with a consortium of Turkish and Arabic investors. The Council of State has rejected the proposed Presidential Decree for the development of the site and a revised development plan is being drafted for review by the Council of State
Main Issues to be addressed:
Agreement on the new proposed ESCHADA development plan
Next Steps:
Preparation of ESCHADA & SMPE
Approval of the draft PD on ESCHADA by the Council of State
Following a positive recommendation from the Board of Directors of HRADF and
ETAD, signing of a notarial act for addressing the legal impediments that prohibit
the transfer of a majority shareholding of the listed company Astir Palace
Vouliagmeni to the Preferred Bidder, as well as for the extension of special beach
and shoreline rights to the Preferred Investor
Expected closing date: 30.06.2016
Asset Development Plan July 2015 | Page 7
4. Afandou Rhodes Golf and Tourist development in two properties in the Afantou area of the island of Rhodes
Privatisation Method Advisors Current Status Next Steps – Main Issues
Sale of 100% shares of 2
or more SPVs set up by
HRADF for each property
(Golf Afantou & Southern
Afantou) to be acquired
by M.A. Angeliades
(Preferred Investor for
Property A) and T.N.
Aegean Sun Investment
Limited (Preferred
Investor for Property B)
Financial Advisors: - Piraeus Bank
Legal Advisors: - Potamitis Vekris
Technical Advisors: - Decathlon
The tender has been approved by the Court of Auditors and the development plan has been signed off by the Council of State (draft Presidential Decree). However, an amendment is needed to correct the total area of the property and a new draft Presidential Decree must be approved and signed off by the Council of State.
Main Issues to be addressed:
Adjourn of the Central Administration Council for the approval of the revised
Presidential Decree and forwarding and resubmitting it to the Council of State
Next Steps:
Approval of the revised Presidential Decree (ESCHADA) by the Council of State
Financial closing of the transaction upon completion of specific conditions
precedents as per below:
- approval and publication of ESCHADA in Government Gazette,
- SPV’s acquisition for a period of fifty (50) years of the right to use the
seashore and the beach in front of each Property
- Rescission of prohibition provided for by article 25 of Law 1892/1990.
Expected closing date: 31.12.2015
Asset Development Plan July 2015 | Page 8
5. Hellenic Gas Transmission System Operator (DESFA) DESFA, DEPA’s wholly-owned subsidiary, owns and operates the regulated high pressure gas transport network and LNG re-gasification facilities in Greece.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 66% (31% HRADF - 35% HELPE) of DESFA’s shares to the State Oil Company of the Republic of Azerbaijan ("SOCAR") through a public tender offer
Financial Advisors: - Alpha Bank
- UBS
- Rothschild
Legal Advisors: - Koutalidis Law Firm
- Clifford Chance
- SPA and SHA signed on 21.12.2013
- The transaction is currently reviewed by DG Comp, which has concerns regarding the acquisition of a majority stake in DESFA
- SOCAR to provide additional assurances that the acquisition of 66% of DESFA
shall not lead to a market foreclosure
- Alternative option is SOCAR to acquire 49% of DESFA, by divesting either to
the Hellenic Republic or to a third entity of at least 17% of SOCAR's future
stake in DESFA.
- Expecting SOCAR’s feedback on the preferred transaction structure.
- DG Comp approval and fulfillment of other conditions precedents.
- Completion of the transaction(s).
Asset Development Plan July 2015 | Page 9
6. Piraeus Port Authority S.A (OLP) The largest Port Authority of Greece. OLP S.A. has a long-term concession agreement with the HR for the use of the Port until 2052 and is listed on the Athens Exchange.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 67% of share capital of Piraeus Port Authority S.A.: - 51% settled at
closing - Additional 16%
settled 5 years following closing subject to completion of mandatory capex
HRADF currently holds 74% of the shares.
Financial Advisors: - Morgan Stanley - Piraeus Bank Legal Advisors: - Freshfields - AKL Technical Advisors: - HPC - Marnet
Currently in second phase Five Investors preselected
APM
COSCO
ICTSI
Ports America Group
Utilico Full documentation package (including the new concession agreement) submitted to investors and comments received by on January 2015
Main Issues to be addressed 1. Finalize the concession agreement for OLP based on the framework already
agreed and the document disseminated to investors in December 2014. (critical, asap):
a. Ministry of Shipping & Finance b. OLP
2. Staffing of ports' regulatory authority & preparation necessary Presidential Decree to allow the regulator to properly function(October 2015):
a. Ministry of Shipping 3. Specification/separation of administrative & other
responsibilities/competences that should be removed from OLP and be transferred to the Hellenic Republic/Port Regulatory Authority (by end of October 2015):
a. Ministry of Shipping Next Steps 1. Update of Financial Vendor Due Diligence asap 2. Finalization of Agreements (Concession Agreement, Share Purchase
Agreement & Shareholders’ Agreement) by end of October 2015 3. Binding offers are expected in November 2015 4. Submission to Court of Audit (December 2015) 5. Parliament Ratification* * The timing of this action is subject to change in order to comply with applicable merger control obligations
Asset Development Plan July 2015 | Page 10
* The timing of this action is subject to change in order to comply with applicable merger control obligations
February
2014
Launch of 2nd
phase
Submission to
Court of Audit
PrequalificationSubmission of
Binding Offers
Parliament
Ratification *
June
2014
Update VDD
August
2015
Expression of
interest
3
October
2015
November
2015
December
2015
February
2016
Issuance of PD
Finalise CA
Finalise
agreements
Division of
responsibilities
Asset Development Plan July 2015 | Page 11
7. Thessaloniki Port Authority S.A (OLTH) The second largest Port Authority of Greece. OLTH S.A. has a long-term concession agreement with the HR for the use of the Port until 2051 and is listed in Athens Exchange.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 67% of share capital of Thessaloniki Port Authority S.A. HRADF currently holds 74% of the shares.
Financial Advisors: - Morgan Stanley - Piraeus Bank Legal Advisors: - Freshfields - AKL Technical Advisors: - HPC - Marnet
Currently in second phase. Eight Investors preselected
APM
Deutsche Invest
ICTSI
Duferco Particiption
Mitsui & Co
P&O Steam Navigation
Russian Railways JSC / GEK TERNA S.A.
Yilport Holding Investors given access to the VDR but yet to full documentation package
Main Issues to be addressed 1. Redrafting of the concession agreement based on the OLP precedent work
by the relevant authorities (critical, by end of September 2015): a. Ministry of Shipping & Finance b. OLTH
2. Staffing of ports' regulatory authority & preparation necessary Presidential Decree to allow the regulator to properly function(October 2015):
a. Ministry of Shipping 3. Specification/division of administrative & other
responsibilities/competences to be removed from OLTH and transferred to the Hellenic Republic/Port Regulatory Authority (by end of October 2015):
a. Ministry of Shipping Next Steps 1. Access & effect changes in the transaction settlement - sale of 51% at
closing + additional 16% five years after closing subject to completion of mandatory capex (asap)
2. Update of Financial Vendor Due Diligence by end of September 2015 3. Finalize company Business Plan by October 2015 4. Management Presentations & Site Visits in October 2015 5. Finalize Port Master Plan by December 2015 6. Finalization of Agreements (Concession Agreement, Share Purchase
Agreement & Shareholders’ Agreement) 7. Binding offers
Asset Development Plan July 2015 | Page 12
* The timing of this action is subject to change in order to comply with applicable merger control obligations
April
2014
Expression of
Interest
June
2014
August
2015
September
2015
October
2015
December
2015
January
2016
February
2016
March
2016
June
2016
Prequalification
Launch of 2nd
phase
Issuance of PD
Update RFP
Final draft of CA
Update VDD
Finalise BP
Site visits &
mgmt present.
Division of
responsibilities
Finalise
Master Plan
Finalise
agreements
Submission of
Binding Offers
Submission to
Court of Audit
Parliament
Ratification *
Asset Development Plan July 2015 | Page 13
8. TRAINOSE S.A. & EESSTY S.A (ROSCO) TRAINOSE is engaged in the provision of traction services for the rail transportation of passengers and freight, the development, organization and exploitation of urban, suburban, regional, extra-urban and international railway transportation of passengers and freight, as well as bus transportation or combined transportation of passengers and freight and the provision of logistics services of any nature. EESTYY, is a newly established (2013) company. Today, the Hellenic Republic Asset Development Fund owns 100% of the share capital of EESSTY. EESSTY provides rolling stock maintenance and availability services to train operating companies.
Privatization Method Advisors Current Status Next Steps – Main Issues Sale of 100% of share capital of TRAINOSE S.A Sale of 100% of share capital of EESSTY S.A
Financial Advisors: - IBG
- Kantor
Legal Advisors: - Bernitsas
- Hogan Lovells
(currently
under
negotiation)
Technical Advisors: - Louis Berger
Currently both tenders
are in the 2nd phase
TRAINOSE
Three prequalified
investor schemes:
SNCF France,
Grup Feroviar Roman
(GFR),
Russian Railways –
GEKTERNA
EESSTY Three prequalified investor schemes: ALSTOM-DAMCO
RZD-GEKTERNA
SIEMENS
Main Issues to be addressed in the course of the tender procedure
1. Signing of the Assumption Agreement between the HR and Eurofima for Rolling Stock
acquired by OSE with Eurofima financing. Transfer of RS from OSE to the HR.
(Ministry of Finance/Ministry of Transport, Infrastructure and Networks – by
September 2015)
2. HR to submit the 2015-2019 PSO Agreement to the Court of Auditors for approval.
Then to Parliament for PSO approval by the Joint Economic Affairs Committee.
Following the above signing of the new PSO by HR and TRAINOSE. (Ministry of
Transport, Infrastructure and Networks – by September 2015)
3. Finalization of key transaction agreements (by November 2015):
a. Rolling Stock Lease Agreement (GAIAOSE – TRAINOSE)
b. 10 year Maintenance Agreement (TRAINOSE – EESSTY)
c. SPAs. Key stress points:
Environmental issues concerning past and existing contamination of
maintenance depots/workshops and who will bear the risk and
restoration costs. (Ministry of Transport, Infrastructure and
Networks/Ministry of Finance)
TRAINOSE Debt write off/ closing of the State Aid files on TRAINOSE
and OSE with the EC. (Ministry of Transport, Infrastructure and
Networks/Ministry of Finance)
Ministry to proceed with a PPP or SLA model for the provision of railway
Asset Development Plan July 2015 | Page 14
infrastructure restoration and maintenance according to the provisions of the PSO
and track access contract (Ministry of Transport, Infrastructure and Networks)
GAIOSE to proceed with valuation and technical assessment of rolling stock not
leased by TRAINOSE (determine exploitation and usage of remaining RS). GAIAOSE to
tender "cold storage" maintenance contract (valuation of the Rolling Stock not in use
by TRAINOSE/"Cold Storage" maintenance). (Ministry of Transport –GAIOSE)
Next Steps
Submissions of Binding Offers by December 2015.
3a3b
3c
In
progress
2nd phase
September
2015
November
2015
Finalization of
transaction
agreements
Submission of
Binding Offers
December
2015
Transfer of RS
from OSE to HR
Submission of
PSO
Agreement
Assumption
Agreement
Asset Development Plan July 2015 | Page 15
9. Athens International Airport S.A (AIA) The main Airport of Greece, located in Athens. AIA was established in 1996 as a Public-Private Partnership with a 30-year concession agreement that grants to AIA the right to use the airport site for the purpose of the “design, financing, construction, completion, commissioning, maintenance, operation, management and development of the airport” until 2026.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 30% of shares and extension of concession. The privatisation method to be decided. HRADF holds 30% of the shares of AIA and the right to extend the duration of the concession agreement for 20 more years (i.e. up to 2046). The Hellenic Republic holds 25%
Financial Advisors: - BNP
- NBG
Legal Advisors: - Potamitis-Vekris
- Clifford Chance
Independent Valuator for the extension: - ICF International
Under Preparation Options assessed include trade sale and IPO
Next Steps
HRADF BoD to formally decide on re-launching the process a. Negotiations with AIA concerning the terms of the extension of
the concession agreement b. Negotiations with the current shareholders concerning the sale
of shares
Launch of a tender for the sale of shares (up to December 2015)
Expression of interest (February 2016)
August
2015
HRADF BoD to
launch process
1a
December
2015
Launch of
tender for sale
February
2016
Expression of
Interest
1b
Asset Development Plan July 2015 | Page 16
10. Poseidi Chalkidiki Tourist development
Privatisation Method Advisors Current Status Next Steps – Main Issues
Sale of 100% shares of an
SPV which will hold
ownership and surface
rights over the property
Financial Advisors: - Alpha Bank
- Alpha Astika Akinita
Legal Advisors: - Bahas-Grammatidis
Technical Advisors: - Decathlon
Ongoing tender. Next Steps:
Approval of ESCHADA by Central Administration Council (SMPE consultation has
been concluded and SMPE approved by DIPA)
Submission of draft PD to the Council of State for approval and issuance of the
relevant ESCHADA PD from the competent Ministries
Finalization by HRADF of the SPA and amendments of certain terms of the RfP
Recording of the area of the old sea shore by the local property authority and
transfer of it to HRADF through an Interministerial Decision
Expected closing date: 31.12.2015
11. Markopoulo Equestrian Centre Athletic development
Privatisation Method Advisors Current Status Next Steps – Main Issues
Concession Agreement
of the right of use and
exploitation for a 40 year
period with the
possibility of extension
Financial Advisors: - Alpha Bank
- Alpha Astika Akinita
Legal Advisors: - KG Law Firm
Technical Advisors: - ASPA
Financial offers have been submitted and after a clarifications period, two bidders remain
Main Issues to be addressed:
Award of the contract (HRADF BoD)
Next Steps: • Approval of the Concession Agreement by the Court of Auditors
SMPE Approval by DIPA
Approval of ESCHADA by Central Administration Council (SMPE consultation has
been concluded)
Submission of PD to Council of State
Expected closing date: 31.03.2016
Asset Development Plan July 2015 | Page 17
12. E-auction II, III, IV
Privatisation Method Advisors Current Status Next Steps – Main Issues
Sale of properties
through the e- auction
platform
Project Advisors for e- auction II and III, legal and technical: - ETAD
E auction IV and forth : - KLC Legal Advisors
- ETAD Technical
Advisors
Signing of contracts Contracts to be signed by HRADF: - 18, Florinis st, Athens - Plytra, Prefecture of Lakonia - Former Magistrate of Paramythia - Former Magistrate of Messinia - Plaka properties
Expected closing date: 30.09.2015
Asset Development Plan July 2015 | Page 18
Marinas Alimos Marina and remaining Tourist Ports in HRAF’s portfolio
Privatisation Method Advisors Current Status Next Steps – Main Issues Long-term (40 years) concession of the marinas
To be selected and appointed
The tender processes of Alimos cluster and Chios completed without any investor interest
Main Issues to be addressed Main concerns of the prequalified parties:
a. uncertainty whether ENFIA is applied in concessions
(Clarity is needed by Mininstry of Finance)
b. mooring of foreign flag yachts over 12 months (Legislation
needed from Ministry of Tourism)
c. eviction of existing tenants/non-paying users (Alimos
Marina)
d. objections by municipalities (Tripartite Agreement on the
issue of Alimos Pool)
Next Steps
Selection and appointment of advisor team (December 2015)
HRAF decision on privatization model for the tourist ports in its
portfolio (in clusters or on an individual basis; relative timing) going
forward
New tenders for the Tourist Ports in HRAF’s portfolio
Asset Development Plan July 2015 | Page 19
Marina of Pylos
Privatisation Method Advisors Current Status Next Steps – Main Issues Long-term (40 years) concession of the marinas
Financial Advisors: - IBG
Legal Advisors: - KLC
Technical Advisors: - ROGAN & Associates
Currently in 2nd phase of tender process 8 prequalified investors
Main Issues to be addressed 1. Main concerns of the prequalified parties:
uncertainty whether ENFIA is applied in concessions (Clarity is
needed by Ministry of Finance)
mooring of foreign flag yachts over 12 months (Legislation
needed from Ministry of Tourism)
2. Finalize Strategic Environmental Study for Pylos Marina (Ministry of
Culture, Ministry of Tourism, Ministry of Environment)
Next Steps
Finalization of Concession Agreement by November 2015
Submission of Binding Offers by December 2015
In
Progress
November
2015
Finalization of
Concession
Agreement
December
2015
Submission of
Binding offers2nd phase
January
2016
March
2016
Submission to
Court of Audit
Presidential
Decree
Asset Development Plan July 2015 | Page 20
14. Egnatia Motorway S.A A 648km fully constructed toll motorway in Northern Greece linking Igoumenitsa to Turkish borders and three Vertical Axes to the motorway
Privatisation Method
Advisors Current Status
Next Steps – Main Issues
Long-term (35 years)
concession of Egnatia
Motorway and three
Vertical Axes
The contracts of the
advisors have lapsed
and the Fund is
planning to launch a
Tender to engage
advisors for the
Project
Under Preparation
1. HRADF to hire advisors (September 2015).
2. Egnatia SA to confirm status of implementation of the JMD for the Construction of toll stations and
other actions planned with decision 6686/14.11.2014 (11 new stations, systems upgrade, hybrid
system etc).
3. The Egnatia SA Board of Directors to take a formal decision on the implementation of all actions of
the JMD 6686/14.11.2014 with updated timetable to be agreed by the Fund (asap).
4. Egnatia SA to deliver the updated traffic model of the Motorway by September 2015.
5. Issuance of a Joint Ministerial Decision (Ministry of Infrastructure and Ministry Finance) setting out
tolling policy for all stations of the Motorway (including stations of JMD 6686/2011) by November
2015, in form agreed with the Fund. JMD with immediate effect as of completion of each toll station.
6. Hellenic Republic (Ministry of Infrastructure) to produce cost-benefit analysis necessary for filings to
DG Comp (prior to the commencement of 2nd phase) and DG Regio.
7. Hellenic Republic (Ministry of Infrastructure) to produce the necessary study and analysis necessary
for filing to DG Move for licensing the Egnatia Motorway tolling policy.
8. Hellenic Republic to communicate the legal solution agreed with DG Comp for establishment of tolls
on the two co-financed vertical axes in order to avert illegal state aid complications.
9. Hellenic Republic to assist Egnatia SA to agree with Piraeus Bank on a debt restructuring scheme for
the existing bond loan in default.
Asset Development Plan July 2015 | Page 21
6
7
8
9
August
2015
HRAF to hire
advisors
September
2015
November
2015
Issuance of
JMD to set
tolling policy
Implementation
of JMD 6686
updated traffic
model
Asset Development Plan July 2015 | Page 22
15. Hellenic Petroleum S.A (HELPE) Hellenic Petroleum S.A is the leading oil refiner and distributor in Greece and a significant player in the Southeast European market. It operates three refineries in southern and northern Greece which cover approximately 2/3 of the country’s refining capacity
Privatisation Method Advisors Current Status Next Steps – Main Issues HRADF holds 35% of the shares.
Financial Advisors: Legal Advisors:
Alternative options are being evaluated incl. strategic investor, sale of shares through ABB process.
- HRDAF to proceed with the engagement of advisors to evaluate alternative
strategic options and provide recommendations.
- Strategic analysis of options to be presented to HRADF BoD (November
2015).
16. OTE S.A. Hellenic Telecommunications Organization (OTE S.A.) is the largest telecommunications provider in the Greek market, and, together with its subsidiaries, forms one of the leading telecom groups in Southeastern Europe. OTE is among the five largest listed companies, with respect to capitalization, in the Athens Stock Exchange. OTE is also listed in London Stock Exchange (LSE)
Privatisation Method Advisors Current Status Next Steps – Main Issues HRADF currently does not hold OTE shares or the voting rights. Hellenic Republic holds 6% of share capital and 10% of the voting rights. Deutsche Telekom holds 40% of the shares while the rest is free floated
Assessment of possible privatization.
1. Agreement between Hellenic Republic and Deutsche Telekom AG for
the transfer of OTE shares to HRADF and amendment of the
Shareholders’ Agreement (which was ratified by law 3676/2008):
Ministry of Finance/General Secretariat of Public Property, September
2015
2. Hellenic Republic to decide on the percentage of shares to be
transferred to HRADF and, if needed, proceed to an arrangement with
IKA, according to their agreement dated 04.03.2009: Ministry of
Finance/General Secretariat of Public Property, October 2015.
3. Transfer of shares to HRADF through a decision of the Interministerial
Committee for Asset Restructuring and Privatization: ICARP, October
2015.
Asset Development Plan July 2015 | Page 23
17. Public Power Corporation (PPC) PPC is the incumbent power producer and electricity supply company in Greece. PPC currently holds assets in lignite mines, power generation, transmission and distribution. PPC’s current power portfolio consists of conventional thermal and hydroelectric power plants, as well as RES units.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 17% of PPC’s shares, potentially in 2016.
Financial Advisors: n/a Legal Advisors: n/a
According to Cabinet Act 15/24.7.2013:
- Sale of ADMIE (the Independent Transmission System Operator) by PPC underway
- Spin-off of about 30% of production capacity to (‘Mikri DEI’) to follow
- Engagement of advisors to HRADF
- Strategy to be determined by HRADF’s BoD end 2016.
Asset Development Plan July 2015 | Page 24
18. Thessaloniki Water Supply & Sewerage S.A. (EYATH) EYATH SA has the exclusive right to provide water and sewerage services in the Greater Thessaloniki Area through a 30-year exclusive concession agreement with the Hellenic Republic, effective from 2001.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 23% of share capital. HRADF currently holds 74% of the shares.
Previous privatization attempt for the sale of 51% was put on hold based on the decision by the Council of State regarding the similar privatisation of EYDAP. According to the Court decision, the state should retain at least 50% plus 1 share in EYDAP, so only a minority stake can be sold.
Next Steps
HRADF to engage advisors
Assessment of alternative options for the sale of 23% of the shares
Improvement of the regulatory framework and adoption of a revised Concession Agreement by the Company and the HR
19. Athens Water Supply & Sewerage S.A (EYDAP) EYDAP has the exclusive right to offer water and sewerage services in the Greater Attica Area. The term of this right, as well as its renewal, is regulated by a a 20-year Agreement signed by the Hellenic Republic and EYDAP in 1999.
Privatisation Method Advisors Current Status Next Steps – Main Issues Sale of 11% of the shares. HRADF holds 27% of the shares.
According to decision by the Council of State concerning the legality of the transfer of the shares to the HRADF, the transfer of 34,0033% of EYADAP shares has been canceled. Therefore, HRAADF owns 27% of EYDAP shares and the HR 34%. According to the Court decision, the state should retain at least 50% plus 1 share, so only a minority stake can be sold.
Main Issues to be addressed 1. HR and HRADF to request return of capital to shareholders, as
provided in corporate law. 2. HRADF to engage advisors.
Asset Development Plan July 2015 | Page 25
20. Public Gas Corporation (DEPA) DEPA is the incumbent natural gas importer and distributor. It sources gas from a number of suppliers through long-term supply contracts and provides approximately 90% of the gas consumed in the country.
Privatisation Method Advisors Current Status Next Steps – Main Issues HRADF holds 65% of the shares. HELPE holds the rest 35% of the shares
Main Issues to be addressed Assessment of alternative options and re-launch a new process.
21. Hellenic Post S.A (ELTA) Hellenic Post is the leading postal service provider in the Greek market and a member of the Universal Postal Union.
Privatisation Method Advisors Current Status Next Steps – Main Issues HRADF holds 90% of the voting rights
Financial Advisors: - Lazard
- PWC
Legal Advisors: - KLC Law Firm
Alternative options are being evaluated – Strategic review is carried out by PwC
Main Issues to be addressed Evaluation of strategic actions to restore profitability and address funding needs. Next Steps
HRDAF BoD to discuss the findings of the strategic review carried out by PwC and
take decision on strategic actions.
Changes in management and implementation of restructuring plan
Asset Development Plan July 2015 | Page 26
22. Other Real Estate Tenders
Assets Initial Offers and Submission of Documents Deadline - Issues
i. E-auction V (15 properties) – sale of land plots and buildings in Argos, Veroia, Stylida, Kefalonia and
Rhodes island, Nafplion, Chalkidiki, Mesinia and Athens.
Bids to be received by 24.11.2015
Asset Development Plan July 2015 | Page 27
23. Real Estate Monetisation
Privatisation Method Advisors Current Status Next Steps – Main Issues
Monetisation of real
estate portfolio in an
effort to bring forward
proceeds from real
estate exploitation
Financial Advisors: - UBS (Phase A)
- UBS, Deutsche Bank,
BNP Paribas (Phase B)
Legal Advisors: - Koutalidis Law Firm
- Norton Rose UK
In July 2014, the Financial Advisor (UBS) delivered the final report presenting: - a review of the various
monetization options initially considered
- a summary of the Eurostat Framework
- a possible application of the potential monetisation together with an initial termsheet
- indicative third party costs (excluding the lead arrangers and HRADF legal counsels)
- the proposed timetable for the intended monetisation
The report was presented to HRADF BoD and to the representatives of ECB, IMF, ESM and it was agreed that the proposed structure would be discussed with Eurostat (Hellenic Statistical Authority). In January 2015, we received final response from Hellenic Statistical Authority.
Main Issues to be addressed: - Finalisation of discussion with ELSTAT - Decide on the appropriate structure of the deal (securitization with
the upside received by non-profit organization VS establishment of an SPV)
- Finalisation of the proposed portfolio (mixture of income generating assets versus land assets) and enhancement of HRADF’s portfolio
If the appropriate structure is the establishment of an SPV, we would
probably need to enhance or change the group of advisors
i. Pilot to be launched Q1-Q2 2016 (pending confirmation by BoD)
ii. Follow up projects 2016-2017